WINSTON RESOURCES, INC.
                                    535 Fifth Avenue, New York, New York  10017

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS  FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 1998

         The  undersigned  hereby  appoints  SEYMOUR  KUGLER and DAVID SILVER as
Proxies,  each with the power to appoint his substitute,  and hereby  authorizes
them to represent  and to vote, as  designated  below,  all the shares of Common
Stock of Winston Resources, Inc., held of record by the undersigned on April 15,
1998 at the Annual  Meeting of  Stockholders  to be held on May 20, 1998, or any
adjournment thereof.

1.       The election of all nominees for directors listed below.
 |_| FOR all nominees (except as marked to the  contrary)
 |_| WITHHOLD  AUTHORITY TO VOTE
Instruction:  To withhold authority to vote for any particular  nominee,  strike
a line through that nominee's name in the list below.

Norton Sperling, Todd Kugler, Martin Wolfson, Martin A. Fischer, Martin J. Simon

2.     Approval of the Amendment to the Company's  1996 Stock Plan.
       |_| FOR                   |_|  AGAINST             |_| ABSTAIN

3.                Ratification  of the  selection  of  Ernst & Young  LLP as the
                  Company's independent auditors.
       |_|  FOR                  |_|  AGAINST             |_| ABSTAIN

4. In their  discretion  upon any other  matters  which may properly come before
such meeting.

                  This Proxy will be voted as specified above.

       This Proxy confers authority to vote "FOR" each proposition  listed above
unless otherwise indicated.

                                                 (continued on reverse side)



PLEASE MARK,  DATE,  SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


                       DATE ______________, 1998

                       ---------------------------------
                       Signature

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                       Signature of joint holder, if any

                       Please sign exactly as your name appears to the left.  If
                       joint    owners,    both    should    sign.    Executors,
                       administrators,  trustees, etc. should sign and give full
                       titles  as  such.  If  the  signer  is a  corporation  or
                       partnership,  please sign full  corporate or  partnership
                       name by a duly authorized officer or partner.